Hemisphere Properties India Ltd

AGM Details

• Date and time: 28 September 2026, 2:00 PM IST (VC/OAVM).
• Mode: Video Conferencing / Other Audio Visual Means.
• Record date: 21 September 2026.
• Remote e-voting: 25–27 September 2026; voting at AGM for attendees.

Resolutions & Outcomes

• Resolution 1 (Ordinary): Adopt Audited Standalone Financial Statements; passed 99.83% in favour with 0.17% against.
• Resolution 2 (Ordinary): Re-appoint Ravi Kumar Arora; 98.26% in favour, 1.74% against.
• Resolution 3 (Ordinary): Fix remuneration of Statutory Auditors for 2026-27; 99.98% in favour, 0.02% against.
• Resolution 4 (Ordinary): Appoint Pradeep Kumar Jha as Director; 98.26% in favour, 1.74% against.
• Resolution 5 (Ordinary): Appoint Shyam Lal Poonia as Director; 98.26% in favour, 1.74% against.
• Resolution 6 (Ordinary): Appoint Suchit Goyal as Director; 98.26% in favour, 1.74% against.
• Resolution 7 (Special): Appoint Amit Kumar Agarwal as Non-official Independent Director; 99.82% in favour, 0.18% against.

Director Changes

• Ravi Kumar Arora re-appointed as Director (Non-Executive).
• Pradeep Kumar Jha appointed Director.
• Shyam Lal Poonia appointed Director.
• Suchit Goyal appointed Director.
• Amit Kumar Agarwal appointed Independent Director.

Auditor Appointments & Remuneration

• Remuneration of Statutory Auditors fixed for financial year 2026-27.

AGM Details

• 22nd AGM held on 28 September 2026 at 2:00 PM IST via VC/OAVM.
• Meeting concluded at 2:40 PM.
• Remote e-voting from 25 September 2026 9:00 AM to 27 September 2026 5:00 PM.
• Board lacked required independent directors; ministry to appoint necessary independent directors.

Key Resolutions

• Receive, consider and adopt Audited Standalone Financial Statements for FY2025-26.
• Re-appoint Ravi Kumar Arora as Director (retiring by rotation).
• Fix remuneration of Statutory Auditors for FY 2026-27.
• Appointment of Pradeep Kumar Jha as Director.
• Appointment of Shyam Lal Poonia as Director.
• Appointment of Suchit Goyal as Director.
• Appointment of Amit Kumar Agarwal as Non-official Independent Director (Special).

Voting Status

• Voting results to be announced after scrutiny; consolidated results to exchanges and website.

Dividends

• Dividend not proposed at this AGM.

Auditors & Remuneration

• Statutory Auditors: M/s Aggarwal & Rampal; remuneration to be fixed for 2026-27.
• Secretarial Auditor attended; no changes reported.

Related Party Transactions

• No material related party transactions disclosed.

Hemisphere Properties India Limited: Trading Window closed from Thursday, October 01, 2026 till 48 hours after the Financial Results for the period ended on September 30, 2026 are declared

Key Update

• C&AG appoints Aggarwal & Rampal as Statutory Auditor for FY 2026-27.
• Date of appointment: September 8, 2026.
• Pursuant to Regulation 30 of SEBI LODR.
• There is no inter-se relationship with Hemisphere's Directors.

Overview

• Holding, management, and leasing of land and property assets; no manufacturing.
• BRSR FY2025-26 forms part of the annual report.

Key ESG Risks & Opportunities

• No explicit material risks disclosed; Principles 8/9 applicability may be limited.
• Commitment to responsible practices and policy strengthening as business activities evolve.
• No regulator penalties in FY2025-26 for corruption or conflicts of interest.

Governance & Policy Highlights

• Whistle Blower Policy in place; no fines or penalties in FY2025-26.
• CPSE oversight includes statutory audits and CAG reviews.
• No conflicts of interest disclosures beyond general governance; board processes exist.

Social Responsibility & Workforce

• Turnover rate for permanent employees and workers: 99.24%.
• No employees with disabilities; equal pay and non-discrimination policies in place.
• Whistleblower and grievance mechanisms enabling anonymous reporting; no HR complaints in year.
• Limited onsite workforce; safety measures align with government norms.

Environmental Performance

• Total energy consumption: 21.85 GJ from non-renewable sources; renewables nil.
• Waste generated: Nil due to non-manufacturing activities.
• Scope 3 emissions: Nil; no Green Credits taken.
• Leased Pune premises; energy/water data reflect such locations.

Stakeholder Engagement & Complaints

• No significant unresolved complaints or issues reported; Grievance mechanism exists.
• Stakeholders include regulators, employees, vendors, project partners and public.
• Reporting through statutory compliance reviews and government directives.

Other Notable Metrics

• CSR beneficiaries: Not Applicable.
• There are no product or consumer education initiatives due to limited operations.
• Regulatory oversight includes Right to Information Act and CAG audits.

Financial snapshot

• Total income ₹504.90 lakh; down from ₹782.76 lakh in FY2024-25.
• Revenue from operations ₹99.24 lakh; up from ₹90.64 lakh.
• Net loss after tax ₹1,122.01 lakh; vs ₹751.85 lakh prior year.
• Deferred tax credit ₹235.51 lakh.
• Pune Bopkhel land monetisation advanced; May 12, 2026 e-auction succeeded.
• LoA issued to Hypervault AI Data Center Ltd.
• GOI holds 51.12% equity stake as of 31 Mar 2026.
• Equity capital ₹285 crore; Preference capital ₹255 crore; total paid-up ₹540 crore.
• Land bank size ~739.69 acres across key cities.
• Debt-Equity Ratio 0.0484:1; debt levels declined.
• Dividend: no dividend declared for FY2025-26.

Land bank & valuation

• Total fair value of land parcels ₹10,588.86 crore.
• Largest parcel Greater Kailash Delhi ₹7300.93 crore.
• Other parcels: Pune ₹2038.89 crore; Chattarpur Delhi ₹730.81 crore.
• Padianallur Chennai ₹425.55 crore; Halisahar Kolkata ₹92.68 crore.
• Valuations prepared under Ind AS 40; no material change this year.
• Demerger land transfers to HPIL; title risk partially remains.

Monetisation & strategic developments

• RFP for Bopkhel Pune land monetisation on 18 Feb 2026.
• May 12, 2026 e-auction; Hypervault AI Data Center Ltd as bidder.
• LoA issued to successful bidder; sale proceeds to be received in tranches.
• Remaining Pune parcels under review; exploring integrated township and other models.
• Chattarpur Delhi and Halisahar Kolkata studies ongoing; approvals pursued.
• Leasing revenue from Pune land/buildings continues; some asset is leased to a government department.

Capital structure & dividends

• Equity share capital ₹285 crore; cumulative redeemable preference ₹255 crore.
• Total paid-up capital ₹540 crore; unlisted preference shares.
• GOI stake 51.12% as of 31 Mar 2026.
• Dividend: no dividend declared due to losses.
• Listings: fees paid to BSE and NSE; shares remain listed.

Governance, audit & compliance

• Board strength 6 as at 31.03.2026; independent director shortfall noted.
• G. R. Kanakavidu appointed Independent Director on 21.04.2025.
• Tanvi Garg and Manasi Sahay Thakur ceased 17.02.2026; others appointed.
• Audit Committee composition temporarily non-compliant; later reconstituted.
• Secretarial Audit flagged governance non-compliances; MoHUA action ongoing.
• CAG supplementary audit: no significant issues; emphasis on stamp duties and litigation.
• CSR not applicable to the company during FY2025-26.

Risks & uncertainties

• Regulatory/policy risk: changes may affect approvals and costs.
• Funding and liquidity risk: sector cycles; government support critical.
• Title & mutation risk: pending formalities may delay transfers.
• Land-use approval risk: state-wise variations in requirements.
• Litigation/encroachment risk: ongoing matters; financial impact undetermined.
• Market risk: real estate demand and valuation sensitivity.

Outlook & strategic focus

• Continue monetisation of remaining land assets via transparent processes.
• Pursue integrated township and mixed-use developments where feasible.
• Enhance recurring revenue through leasing and asset management.
• Seek strategic partnerships with developers and institutional investors.
• Strengthen governance with appointment of requisite independent directors.

AGM Details

• AGM on Sept 28, 2026 at 2:00 PM IST via VC/OAVM.
• Register and share transfer books close on Sept 21, 2026.
• Cut-off for voting: Sept 21, 2026.
• Remote e-voting window: Sept 25–27, 2026.

Resolutions Put to Vote

• Item 1 Ordinary: Adoption of standalone financial statements and reports.
• Item 2 Ordinary: Re-appointment of Ravi Kumar Arora as Director.
• Item 3 Ordinary: Fix remuneration of Statutory Auditors for FY 2026-27.
• Item 4 Special: Appointment of Pradeep Kumar Jha as Director.
• Item 5 Special: Appointment of Shyam Lal Poonia as Director.
• Item 6 Special: Appointment of Suchit Goyal as Director.
• Item 7 Special: Appointment of Amit Kumar Agarwal as Non-Official Independent Director for 3 years.

Voting Notes

• Voting results to be uploaded on company and CDSL websites; deemed passed on AGM date if approved.

AGM Details

• AGM date/time/mode: 28 Sep 2026, 2:00 PM IST via VC/OAVM.
• Cut-off for voting eligibility: 21 Sep 2026; registers closed.
• Remote e-voting window: 25–27 Sep 2026, 09:00–17:00.
• Notice and Annual Report available on the company website.

Resolutions At AGM

• Ordinary Item 1: adopt standalone financial statements and reports.
• Ordinary Item 2: re-appoint Ravi Arora by rotation.
• Ordinary Item 3: fix remuneration of Statutory Auditors for 2026-27.
• Ordinary Item 4: appoint Pradeep Kumar Jha as Director.
• Ordinary Item 5: appoint Shyam Lal Poonia as Director.
• Ordinary Item 6: appoint Suchit Goyal as Director.
• Special Item 7: appoint Amit Kumar Agarwal as Non-Official Independent Director.

Voting Status

• Postal Ballot: Item 1 approved with about 99.43% in favour.
• AGM voting outcomes not reported in this excerpt.

Dividend

• No dividend proposed or declared for FY 2025-26.

Director Changes

• Pradeep Kumar Jha appointed Director (Additional, Executive) on 17 Feb 2026.
• Shyam Lal Poonia appointed Director (Additional, Non-Executive) on 17 Feb 2026.
• Tanvi Garg and Manasi Sahay Thakur ceased as Directors on 17 Feb 2026.
• Rajeev Kumar Das ceased as Director on 21 Apr 2026.
• G R Kanakavidu’s Independent Director tenure ended 20 Apr 2026.
• Suchit Goyal appointed Director on 21 Apr 2026.
• Amit Kumar Agarwal appointed Independent Director (Aug 27, 2026).

Auditor Appointments

• Statutory Auditors for 2026-27 to be fixed by C&AG; remuneration to be fixed in AGM.
• Secretarial Auditor: M/s Kumar Naresh Sinha & Associates; report annexed.

Material Related Party Transactions

• Related party: Central Public Works Department (CPWD); RPT value: 136.34 lakh.

Other Material Approvals

• Dividend Distribution Policy disclosed; governance and e-voting arrangements noted.

Appointment of Independent Director

• Appointment: Independent Director Shri Amit Kumar Agarwal on HPIL Board, w.e.f. 27 Aug 2026.
• Term: three years from notification date, or until further orders.
• Reason: MoHUA Office Order dated 27 Aug 2026.
• Declaration: not debarred from holding director office.
• Profile: 30+ years in business; Postgrad in Accountancy & Statistics; Moradabad.
• DIN: 05333909.
• Not debarred by SEBI or other authorities (as stated).
• Disclosures: NIL inter-director relationships.